Non-Competition Covenants of BPI and the BP Selling Entities. From the Closing Date hereof until the later of (i) the third anniversary of the Closing Date, and (ii) the earlier of (x) the date on which BPLA and its Permitted Transferees (as defined in the Fifth Amendment) collectively cease to Control (as defined in the Fifth Amendment) Intcomex Common Stock representing at least 10% of the voting power of all outstanding voting Intcomex Common Stock, and (y) the date of the first sale of securities pursuant to an initial registered offering of Intcomex equity securities to the general public (the “Restricted Period”), none of BPI, the BP Selling Entities or any of their respective Affiliates shall, and each of them shall cause their respective Affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any Person that competes with the Company Business anywhere in the Restricted Jurisdictions; provided that nothing contained in this Agreement shall prohibit BPI, any of the BP Selling Entities or any of their respective Affiliates from engaging in any Brightpoint Permitted Activities; provided, further, that none of BPI, any of the BP Selling Entities or any of their respective Affiliates (including Waxess any time during which it is an Affiliate) shall be permitted to sell any Waxess products or services in the Restricted Jurisdictions except through Intcomex; provided, further, that none of BPI, any of the BP Selling Entities or any of their respective Affiliates shall in any way be restricted from engaging in the Brightpoint Business in Miami-Dade County, Florida, except that none of BPI, any of the BP Selling Entities or any of their respective Affiliates shall be permitted to sell Competitive Products or Services in Miami-Dade County, Florida to any Person who, to the knowledge of BPI, intends to sell such Competitive Products or Services to any of the Restricted Jurisdictions other than Miami-Dade County, Florida.
